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Proxy Form

Last revision Last revision 30/11/2023
Formats FormatsWord and PDF
Size Size1 to 2 pages
Fill out the template

Last revisionLast revision: 30/11/2023

FormatsAvailable formats: Word and PDF

SizeSize: 1 to 2 pages

Fill out the template

A proxy form (or form of proxy) is a document used when a shareholder of a Corporation will be absent from a meeting and requires someone else to attend the meeting and make a decision. A form of proxy must be in writing. A shareholder unable to attend a corporation meeting needs to designate a reliable proxy to vote on their behalf. This chosen individual should be someone trustworthy.

The shareholder signs the document and names a person who will act on their behalf. The person acting on the shareholder's behalf is called a proxyholder (or proxy).

The proxyholder doesn't need to be another shareholder of the Corporation and anybody can act. The same proxyholder can also act for more than one shareholder. However, if the vote is by show of hands and the proxyholder has conflicting instructions from more than one shareholder, the proxy cannot vote by show of hands. In that case, the vote would need to be by ballot (voting by piece of paper).

Normally, the signed proxy must be deposited with the Corporation some time before the meeting (usually no more than 48 hours before the meeting).


The absent shareholder should fill out this document. The document will contain the shareholder's name, address and capital in the Corporation.

The absent shareholder will name someone to attend the meeting on their behalf, and may also name a second person. The shareholder will also outline the proxyholder's powers and how to cast their vote at the meeting.

At the end of the document, the absent shareholder will enter the address at which this document is to be deposited.

The document can be signed either physically or electronically. Once the document is signed and deposited with the Corporation, any prior proxies that have been signed are revoked. This means that the most recently signed proxy takes effect.


Proxies must comply with corporate law, which is governed by federal law, each Province's legislation and case law. For example, a Canadian Corporation must adhere to the Canada Business Corporations Act (R.S.C., 1985, c. C-44).

Proxies may also be subject to the Corporation's bylaws, which may have specific requirements.


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